DEF 14A of Innovative Industrial Properties Inc, Apr 22, 2026

DEF 14A of Innovative Industrial Properties Inc

Filed Apr 22, 2026 · FY20250001628280-26-026588

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of five members, each of whose term expires at the Annual Meeting. Based on the recommendation of the nominating and governance committee, our Board has nominated and recommends for election as directors the five individuals named herein to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. All of the nominees, except Bruce Ives, are currently serving as our directors. As previously announced, Gary Kreitzer will retire from the Board at the Annual Meeting. Following the Annual Meeting, there will be no vacancies on the Board. Directors are elected by a plurality of all of the votes cast at the Annual Meeting. Cumulative voting is not permitted. Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal. If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute nominated by the Board on the recommendation of the nominating and corporate governance committee. The Board does not believe at this time that any substitute nominees will be required. There are no family relationships between any of our directors or executive officers. Our directors are not automatically re-nominated annually, as we continue to review the composition of the Board in an effort to ensure the Board represents stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. We believe that all of our current Board members have demonstrated business acumen and an ability to exercise sound judgment, as well as possess the professional and personal qualifications and a commitment of service to the Company and the Board.

  2. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote FOR each of the nominees set forth below.

  3. Information Regarding Nominees

    Information Regarding Nominees We believe a company’s reputation for integrity and serving its stockholders responsibly is of critical importance. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our first priority in nominating directors is ensuring that the Board as a whole has expertise in areas aligned with our unique business activities, namely owning and managing specialized industrial properties, including regulated cannabis facilities leased to tenants holding the requisite state licenses to operate in the regulated cannabis industry. We also have investments and strategic objectives related to the life science industry and believe that each of our director nominees brings a focused set of skills in one or more areas aligned with our overall business strategy. In addition to the challenges that any real estate owner faces, due to our involvement in the regulated cannabis industry, our Board and management team have developed specific experience and skills over the past several years to assist the Company in navigating these issues. Director qualifications are determined by what the Nominating and Corporate Governance Committee believes to be the essential competencies required to effectively serve on our Board. We believe our Board, as a whole, is well positioned to guide the Company toward enhancing the long-term interests of our stockholders. Members of our Board are kept informed of our business through discussions with our management, primarily at meetings of our board of directors and its committees, and through reports and analyses presented to them. Our Board believes that the Company will be best served by directors with a wide array of talents and perspectives to drive innovation, promote critical thinking, and enhance discussion. Each of the qualifications meaningfully adds to our Board’s depth. The following chart highlights the specific experience, qualifications, attributes, and skills of our Board based on their education, prior experience and other characteristics. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well-positioned to provide strategic advice and effective oversight to our management. More detail is provided in each director nominee’s biography below.

  4. Information Regarding Nominees

    | | Alan Gold | Scott Shoemaker | Paul Smithers | David Boyle | Bruce Ives | | Strategic Planning and Leadership | X | X | X | X | X | | CEO / Executive Management | X | | X | | X | | REITs and/or Real Estate | X | | X | | | | Financial, Capital Markets and Investment Management | X | | X | X | X | | Other Public Company Board Experience | X | | | | X | | Financial Literacy | X | X | X | X | X | | Audit Committee Financial Expert | | | | X | X | | Medicine | | X | | | | | Executive Compensation | X | | | X | X | | Regulatory / Legal | | | X | | X | | Corporate Governance | X | X | X | X | X | | Risk Oversight | X | X | X | X | X | | Human Capital Management | X | | X | X | X |

  5. Information Regarding Nominees

    | | Alan Gold EXPERIENCE Alan Gold is a co-founder and has served as executive chairman of our Board since our formation in June 2016. Mr. Gold served as executive chairman of IQHQ, Inc., a privately-held life science real estate company, from December 2018 to December 2024. Mr. Gold served as chairman, president and chief executive officer of BioMed Realty Trust, Inc. (formerly NYSE: BMR) (“BioMed Realty”), a real estate investment trust (“REIT”) specializing in acquiring, leasing, developing and managing laboratory and office space for the life science industry, from its inception in 2004 through the sale of the company to affiliates of Blackstone Real Estate Partners VIII L.P. in January 2016. Mr. Gold also served as chairman, president and chief executive officer of BioMed Realty’s privately-held predecessor, Bernardo Property Advisors, Inc., from August 1998 until August 2004. In addition, Mr. Gold was a co-founder and served as president and a director of Alexandria Real Estate Equities, Inc. (NYSE: ARE) (“Alexandria Real Estate”), an urban office REIT, from its predecessor’s inception in 1994 until August 1998. Mr. Gold served as managing partner of GoldStone Real Estate Finance and Investments, a partnership engaged in the real estate and mortgage business, from 1989 to 1994. He also served as assistant vice president of commercial real estate for Northland Financial Company, a full-service commercial property mortgage banker, from 1989 to 1990 and as real estate investment officer of commercial real estate for John Burnham Company, a regional full-service real estate company, from 1985 to 1989. From December 2013 to June 2016, Mr. Gold served on the board of directors and as a member of the nominating and compensation committees of CatchMark Timber Trust, Inc. (NYSE: CTT), a REIT focused on timberland ownership. From August 2011 to March 2013, Mr. Gold also served on the board of directors and as a member of the audit committee of American Assets Trust, Inc. (NYSE: AAT), a REIT focused on acquiring, developing and managing retail, office, multifamily and mixed-use properties. Mr. Gold served as a member of the board of trustees for the Salk Institute for Biological Studies, a research organization dedicated to fundamental research in biology and its relation to health. Mr. Gold received his Bachelor of Science degree in Business Administration and his Master of Business Administration from San Diego State University. QUALIFICATIONS Mr. Gold offers decades of experience in the real estate industry, expertise in NYSE-listed REITs, capital markets knowledge and relationships, and extensive management experience. His experience includes founding multiple public and private REITs, which pioneered several real estate asset classes (life science and cannabis). Mr. Gold brings a deep understanding of not only business and real estate, but provides insight regarding strategic vision and execution, having worked with management teams and boards to develop and implement successful strategies for over 35 years. With his knowledge of the complex issues facing real estate companies today and risks associated with the cannabis and life science industries, we believe him uniquely qualified to serve as executive chairman of our Board. | | Age: 65 Director Since: 2016 Executive Chairman Since: 2016 Committees: None Independent: No | |

  6. Information Regarding Nominees

    | | Scott Shoemaker EXPERIENCE Scott Shoemaker, MD has served as one of our directors since November 2016. Mr. Shoemaker is a practicing orthopedic surgeon specializing in pediatrics and trauma for Kaiser Permanente, an integrated managed care consortium, since 1999. He is also an inventor, assists in the development of medical devices and is on a patent for a spine deformity system developed by NuVasive, Inc. for which he receives royalties. Mr. Shoemaker is also a founder of BOSS Logic, LLC, a company designed to generate ideas for the intellectual property and biotechnology sectors. BOSS Logic, LLC holds multiple patents relating to how mobile devices share and distribute contact information. He is part owner and developer of Aztek Paddles, a carbon fiber company. In this role, he assisted in designing paddles, writing patents and testing paddles. QUALIFICATIONS With his medical background, Mr. Shoemaker offers valuable insight regarding the risks and medicinal effects of the cannabis industry. Additionally, his management experience and knowledge of strategic planning in industries different from real estate allow him to provide diverse and valuable perspectives to our Board. | | Age: 59 Director Since: 2016 Committees: Audit, Nominating and Corporate Governance, Compensation (Chair) Independent: Yes | | | | David Boyle EXPERIENCE David Boyle has served as one of our directors since June 2025. Mr. Boyle is Vice President, Financial Planning & Analysis, at AST SpaceMobile (NASDAQ: ASTS), a position he has held since June 2025. He previously served as Vice President Finance at 3D Systems (NYSE: DDD), a 3D Printing company, where he worked from 2016 to 2025. Mr. Boyle worked in finance at HP Inc., a personal computing and printing company, from 1991 to 2016. Mr. Boyle served as Finance Director for the Imaging & Printing Group, Americas Region, Director WW Financial Planning & Analysis for the Imaging and Printing Group and various finance roles supporting sales, product development and manufacturing. Prior to HP, Mr. Boyle worked in investment banking at Robertson, Stephens. Mr. Boyle earned his Bachelor of Arts in Economics from Stanford University and his Master of Business Administration from the Tuck School, Dartmouth College. QUALIFICATIONS Mr. Boyle's considerable business and financial experience offers a valuable and knowledgeable perspective to the Board. Additionally, his experience enhances oversight of the Company’s operations, risk assessment, financial disclosure and aids in working with external auditors on the effectiveness of internal controls. Mr. Boyle's knowledge related to executive compensation and investment management makes him a valuable and well-rounded member of the Board. | | Age: 62 Director Since: 2025 Committees: Audit (Chair) Nominating and Corporate Governance, Compensation Independent: Yes | |

  7. Information Regarding Nominees

    | | Paul Smithers EXPERIENCE Paul Smithers is a co-founder and has served as our president and chief executive officer since our formation in June 2016 and as a director since November 2016. From August 2013 to July 2015, Mr. Smithers served as co-founder and chief legal officer of Iso Nano International, LLC, a designer and manufacturer of advanced materials for use in the aerospace, consumer goods, electronics and safety industries. Prior to his time at Iso Nano, Mr. Smithers was the managing partner of Smithers & Player, Attorneys at Law from September 1989 to July 2013. Mr. Smithers is a member of the California Bar (inactive). QUALIFICATIONS Mr. Smithers brings over 35 years of legal experience, providing the Board with management expertise and deep regulatory and legal insight. His background has been particularly valuable assisting the Board with navigating complex legal matters, including efforts to regain possession of properties from defaulted tenants. In addition, his knowledge of the Company's operations enhances his effectiveness as a member of our Board. | | Age: 69 Director Since: 2016 President and CEO Since: 2016 Committees: None Independent: No | | | | Bruce Ives EXPERIENCE Bruce Ives is a director nominee. Mr. Ives served as senior vice president and regional manager for Comerica Bank, NA., from 2014 until his retirement in 2021, focusing on commercial real estate lending. Mr. Ives served as president and chief executive officer of Ihomebutler, Corp, an online home maintenance notification system from 2012 to 2014. Mr. Ives also served as president and chief executive officer of Coronado First Bank, where he led a $13.8 million initial public offering and established its commercial bank charter, from 2005 to 2012. In addition, Mr. Ives served as president and chief executive officer of Cuyamaca Bank from 1999 until 2004, where he worked closely with directors to shape long-term strategy, oversee lending authority and navigate the organization through complex economic cycles. Mr. Ives has also served as senior vice president and regional manager business banking for Scripps Bank from 1996 to 1999 and as vice president and regional premier banking manager for southern California for Wells Fargo Bank from 1989 to 1996. Mr. Ives has served on the board of directors of the Campanile Foundation for San Diego State University, the United Way, and chapters of the Boys & Girls Club. Mr. Ives received his Bachelor of Arts degree in Economics from San Diego State University and is a graduate of both the University of San Diego Banking School and the Pacific Coast Banking School at the University of Washington. QUALIFICATIONS Mr. Ives is an accomplished banking executive and corporate leader with more than three decades of experience guiding financial institutions, driving strategic growth and strengthening governance. Additionally, his experience with boards and executive management teams focused on strong governance and disciplined execution of business strategies. Mr. Ives knowledge related to commercial real estate lending, executive management and corporate finance makes him a valuable addition to the Board. | | Age: 61 Director Since: Nominee Proposed Committees: Audit, Nominating and Corporate Governance, Compensation Independent: Yes | |

  8. Additional Information Regarding the Board and Corporate Governance

    Additional Information Regarding the Board and Corporate Governance Board Independence Our Board has determined that each of our director nominees, except for Messrs. Gold and Smithers is “independent” within the meaning of our director independence standards, which include the NYSE director independence standards, as currently in effect. Under the corporate governance standards of the NYSE, at least a majority of our directors, and all of the members of the audit committee, the compensation committee, and the nominating and corporate governance committee, must meet the test of “independence.” The NYSE standards provide that, to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company). The Board has affirmatively determined that each of Messrs. Shoemaker, Boyle and Ives satisfies the bright-line independence criteria of the NYSE and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board. Therefore, we believe that all of these director nominees, who, if elected, will constitute a majority of the Board, are independent under the NYSE rules. Board Meetings Our Board met six times during 2025. Each of the directors, except for Mr. Shoemaker, attended 100% of meetings of our Board and the meetings of committees of the Board on which he served. Mr. Shoemaker attended 83% of meetings of our Board and 100% of the meetings of committees of our Board on which he served. To ensure free and open discussion among the independent directors of the Board, regularly scheduled executive sessions are held, at which only independent directors are present. The person nominated by the independent directors serves as the presiding director at each such executive session. Board Leadership Structure and Role in Risk Oversight Our Board is composed of two of our executive officers, Mr. Gold and Mr. Smithers, and three independent directors. The board composition and the corporate governance provisions in our charter ensure strong oversight by independent directors. The Board’s three committees, audit, nominating and corporate governance and compensation, are composed entirely of independent directors. Our Board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the Board or, if the roles are separate, whether the chairman should be selected from the independent directors. Our Board understands that there is no single, generally accepted approach to providing Board leadership and believes that it should have the flexibility to periodically determine the leadership structure that is best for our Company. Consistent with this understanding, our independent directors consider the Board’s leadership structure on an annual basis. We believe it is beneficial to have a chairman of the Board whose focus is to lead the board and facilitate communication among directors and management. We believe this structure, of not combining the roles of the chairman of the Board and the chief executive officer, is the best governance model for our company and our stockholders. Mr. Gold, as executive chairman of the Board, is involved in both our day-to-day operations, including overall oversight of the Company’s management team, mission and culture and the strategic decision making at the Board level. The Board continues to believe that Mr. Gold is currently the director best suited to lead the full Board in his role as executive chairman because he is the director most familiar with the Company’s business and industry, including deep real estate expertise across markets and cycles, as well as extensive public REIT operating experience, and the director most capable of effectively identifying strategic priorities and leading the development, evaluation, and execution of strategy. The Board believes that Mr. Gold’s leadership skills have been critical to the growth and success of the Company and is best suited to guide the Company toward enhancing the long-term interests of our stockholders. In addition, Mr. Kreitzer, one of our independent directors, serves as vice chairman of the Board. In this capacity, Mr. Kreitzer serves as liaison and meets regularly with officers and other directors generally between meetings, presides over all Board meetings where the executive chairman is not present, including in executive sessions of independent directors, and may call meetings of the independent directors and set the agenda for such meetings. Our Board plays an active role in overseeing the management of our risks. While it is management’s responsibility to identify and manage our risk exposure on a day-to-day basis, the Board routinely discusses these risks with management and actively oversees our risk-management procedures and protocols. The Board receives reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, cybersecurity, and strategic risks. The committees of our Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. The audit committee oversees our risk policies and processes related to the financial statements and financial reporting procedures, focusing on internal controls, as well as cybersecurity and information technology risks; the compensation committee monitors the risks associated with management resources and structure, including evaluating the effect the compensation structure may have on risk decisions; and the nominating and corporate governance committee focuses on reputational and corporate governance risks, including the independence of our Board. Our Board also oversees risk by means of the required approval by our Board for significant transactions and other decisions, including material acquisitions or dispositions of property, material capital markets transactions, and significant capital improvement projects. Compensation Committee Interlocks and Insider Participation There were no insider participations or compensation committee interlocks among the members of the compensation committee during 2025. At all times during fiscal year 2025, the compensation committee was comprised solely of independent, non-employee directors. Board Composition

  9. Additional Information Regarding the Board and Corporate Governance

    The Board reflects a highly-engaged group of directors, with each director devoting the time and effort necessary to be a responsible and productive member of the Board. Pursuant to its charter, in identifying candidates to recommend for election to the Board, the nominating and corporate governance committee considers the following criteria: (1) personal and professional integrity, ethics and values, (2) experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, (3) experience in our industry and with relevant social policy concerns, (4) diversity of experience, profession and background, both on an individual level and in relation to the Board as a whole, (5) experience as a board member of another publicly held company, (6) academic expertise in an area of our operations and (7) practical and mature business judgment, including ability to make independent analytical inquiries. The nominating and corporate governance committee evaluates and determines the appropriate and desirable mix of characteristics, skills and experience for the Board as a whole, as well as the qualifications and attributes of individual directors and candidates, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Current directors who are willing to continue service and who have qualifications and skills that are generally consistent with the nominating and corporate governance committee’s criteria for service are generally re-nominated. Our directors, qualification criteria and the effectiveness of our nomination policies are reviewed annually by the nominating and corporate governance committee. Identifying and Evaluating Nominees for Directors As to new candidates, the nominating and corporate governance committee will generally poll Board members and members of management for their recommendations and may also hire a search firm if deemed appropriate to identify and perform background due diligence on potential candidates, with a focus on creating a pool of qualified director candidates through a robust search process. An initial slate of candidates will be presented to the chair of the nominating and corporate governance committee, who will then make an initial determination as to the qualification and fit of each candidate. Candidates will be interviewed by the executive chairman and independent Board members. The nominating and corporate governance committee will then approve final director candidates and, after review and deliberation of all feedback and data, will make its recommendation to our Board. The nominating and corporate governance committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder of our Company. Recommendations received from stockholders will be considered and processed and are subject to the same criteria as are candidates nominated by the nominating and corporate governance committee. Nominations must be addressed to the Secretary of Innovative Industrial Properties, Inc., at our principal executive office, 1389 Center Drive, Suite 200, Park City, Utah 84098, and must indicate the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as director, if elected. To be considered for the next annual election of directors, any such written request must comply with the requirements set forth in our bylaws and below under “Stockholder Proposals.” Our Board is committed to engaging a diverse field of directors when considering Board composition in the future. As Board seats become available, the nominating and corporate governance committee will seek to add directors who contribute to the unique mix of background, expertise, perspective, age, and gender of our Board. The nominating and corporate governance committee aspires to obtain a desired mix of skills and experiences relevant to the Company's strategic direction and operation, while leveraging the deep institutional knowledge and valuable insight associated with the Board's more tenured directors. The foregoing notwithstanding, if we are legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to articles supplementary designating the rights of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements. Each of the nominees for election as director at the Annual Meeting is recommended by the nominating and corporate governance committee to stand for reelection. Director Evaluations The Board is committed to conducting regular evaluations of itself, its committees and individual directors. Each year, directors meet in executive sessions to conduct these evaluations, utilizing detailed Board, committee and individual director written questions as a basis for such discussions. These questions cover numerous topics at the Board and committee levels, including but not limited to feedback regarding general board practices and areas for improvements; an evaluation of individual director skill sets and contributions, including in the context of the evolving needs of the Company; and the overall effectiveness of the Board and its committees in overseeing and guiding the Company. Board Succession Planning The Board is continually evaluating its effectiveness and believes that the current Board members are highly engaged and provide the appropriate diversity and depth of experience to guide the Company. As we completed our initial public offering and consummated the acquisition of our first property in December 2016, each of our Board members’ tenure on the Board is less than ten years. While our current Board members are highly dedicated as long-term directors to provide us guidance in a rapidly evolving industry, our nominating and corporate governance committee is committed to ensuring a smooth transition of skills, experience and diversity of perspective as retirements occur. Compensation of Directors

  10. Additional Information Regarding the Board and Corporate Governance

    In 2025, each non-employee director received an annual retainer of $75,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and received an annual retainer of $150,000 in cash) and an annual retainer of $160,015 payable in restricted shares of common stock or restricted stock units (“RSUs”) under the Company’s 2016 Omnibus Incentive Plan (the “Incentive Plan”) (except in the case of Mr. Kreitzer, who received an annual retainer of $200,019 payable in restricted shares of common stock or RSUs under the Incentive Plan), which vest in their entirety one year from the date of grant. The audit committee chair received an additional annual retainer of $10,000 in cash and any other committee chair received an additional annual retainer of $5,000 in cash. All non-employee directors were reimbursed for their costs and expenses in attending our Board meetings. The Company also will grant $160,000 in restricted shares of common stock or RSUs under the Incentive Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant. A non-employee director who is elected to the Board on the date of an annual meeting of the Company’s stockholders shall only receive the annual retainer of $160,000 in restricted shares of common stock or RSUs and will not also receive an initial award. For 2025, approximately 68% of director compensation was in the form of restricted shares of common stock or RSUs, which is structured to align the interests of our Board with those of our stockholders. Any member of our Board who is also an employee of our Company did not receive additional compensation for serving as a director. RSUs are settled in shares of our Company’s common stock. Directors may defer settlement of the RSUs pursuant to the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) and may also defer cash payments under the NQDC Plan. The table below summarizes the compensation paid by the Company to non-employee directors or earned by the non-employee directors for the fiscal year ended December 31, 2025.

  11. Additional Information Regarding the Board and Corporate Governance

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(3) | Total | | Gary Kreitzer(5) | $155,000(4) | $200,019 | $355,019 | | Mary Curran(2) | 37,500 | — | 37,500 | | Scott Shoemaker, M.D. | 80,000(4) | 160,015 | 240,015 | | David Stecher(2) | 42,500(4) | — | 42,500 | | David Boyle(2) | 47,222(4) | 160,015 | 207,237 |

  12. Additional Information Regarding the Board and Corporate Governance

    (1)Alan Gold, our executive chairman, and Paul Smithers, our president and chief executive officer, are not included in this table because they are employees and thus receive no compensation for their services as directors. The compensation received by Gold and Smithers as employees is shown in the Summary Compensation Table below. (2)Mr. Boyle was elected and Ms. Curran and Mr. Stecher retired from the Board at the 2025 Annual Meeting held on June 11, 2025. Their cash retainers were prorated to reflect their service dates. (3)Represents the grant date fair value of restricted stock or RSUs awarded in 2025 based on the closing price of our common stock on the date of such grant, as determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). During 2025, Mr. Shoemaker was granted 2,796 RSUs, and Messrs. Kreitzer and Boyle were granted 3,495 and 2,796 shares of restricted stock, respectively. The forfeiture restrictions for the shares and RSUs granted to Messrs. Kreitzer, Shoemaker and Boyle vest in their entirety on June 11, 2026. These shares and RSUs represent the only unvested equity held by our non-employee directors at December 31, 2025. Mr. Shoemaker elected to defer settlement of all of his RSUs pursuant to the NQDC Plan. No director received matching contributions from the Company in 2025 in connection with these deferrals. (4)Includes the additional annual retainer of $5,000 paid to Mr. Kreitzer, prorated for his period of service, serving as the Chair of the compensation committee and the nominating and corporate governance committee; the additional annual retainer of $5,000 paid to Mr. Shoemaker, prorated for his period of service, serving as the Chair of the nominating and corporate governance committee and the compensation committee; and the additional annual retainer of $10,000 (prorated for their period of service) paid to Messrs. Boyle and Stecher for serving as the Chair of the audit committee. Mr. Shoemaker elected to defer cash payments totaling $8,000 pursuant to the NQDC Plan. No director received matching contributions from the Company in 2025 in connection with these deferrals. (5)Mr. Kreitzer will retire from the Board at the Annual Meeting. Policy Governing Stockholder Communications with the Board Our Board welcomes communications from our stockholders. Any stockholder or other interested party who wishes to communicate with the Board or one or more members of the Board should do so in writing in care of the Secretary of Innovative Industrial Properties, Inc., at our San Diego office, 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The Secretary is directed to forward each appropriate communication to the director or directors for whom it is intended. Policy Governing Director Attendance at Annual Meetings of Stockholders We encourage, but do not require, our Board members to attend the annual meeting of stockholders. All of our Board members attended our 2025 annual meeting of stockholders. Code of Business Conduct and Ethics and Corporate Governance Guidelines We maintain a Code of Business Conduct and Ethics that applies to our officers, employees, agents and directors, and addresses matters such as (i) our policy on political contributions, (ii) disclosures and financial reporting, and (iii) protection and use of our assets. The Board adopted the Code of Business Conduct and Ethics to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. We require all employees to acknowledge the terms of, and abide by, our Code of Business Conduct and Ethics. In addition, our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The Code of Business Conduct and Ethics and Corporate Governance Guidelines is available in the “Investors” section of our website (www.innovativeindustrialproperties.com). Insider Trading Policies and Procedures We have adopted an insider trading policy applicable to our directors, officers and employees and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. A copy of our insider trading policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025. Director Stock Ownership Guidelines We have adopted stock ownership guidelines for our non-employee directors. Under these guidelines, each non-employee director is required to hold stock valued at no less than five times the amount of the annual cash retainer paid to such director for service as a member of the Board, without reference to committee or chair service. Until the applicable ownership requirement is met, directors are required to retain 100% of the net shares (i.e., shares acquired from Company-sponsored incentive plans and payment of any transaction costs, including income tax withholding, whether or not shares are actually sold to pay these costs) from vesting of equity awards. Shares counting toward the guideline include shares owned directly or indirectly (through a spouse, children, a trust or otherwise), vested shares in the NQDC Plan, and unvested restricted stock and RSUs. Non-employee directors do not receive performance-based equity awards or stock options, but for the avoidance of doubt, unvested performance-based equity awards and stock options do not count toward the ownership requirement. The compensation committee reviews compliance with the stock ownership guidelines annually. As of December 31, 2025, all non-employee directors, except for Mr. Boyle, who joined the Board in June 2025, were in compliance with the guidelines. Committee Membership(1) The Board has established standing audit, compensation, and nominating and corporate governance committees. Membership on each of these committees, as of April 22, 2026, is shown in the following chart:

  13. Additional Information Regarding the Board and Corporate Governance

    | | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | David Boyle | Chair | X | X | | Gary Kreitzer(2) | X | X | Chair | | Scott Shoemakers, M.D. | X | Chair | X | | Number of Meetings in 2025(3) | 4 | 5 | 2 |

  14. Additional Information Regarding the Board and Corporate Governance

    _________________________ (1)The Board periodically reviews committee membership and may rotate membership during the year. Accordingly, the membership described in the table may change during 2026. (2)Mr. Kreitzer will retire from the Board at the Annual Meeting. If elected, Bruce Ives is expected to serve on the nominating and corporate governance committee, the compensation committee and the audit committee. (3)Does not reflect conference calls and other informal meetings of the committee members conducted throughout 2025. Audit Committee From January 1, 2025 until June 10, 2025, the audit committee was composed of Messrs. Kreitzer and Stecher (Chair) and Ms. Curran, and from June 11, 2025 to December 31, 2025, the audit committee was composed of Messrs. Boyle (Chair), Kreitzer, and Shoemaker, each of whom is an independent director for purpose of service on the audit committee and “financially literate” under the rules of the NYSE and SEC. Both Mr. Stecher and Mr. Boyle qualify as an “audit committee financial expert” as that term is defined by the SEC. The audit committee assists the Board in overseeing: •our accounting and financial reporting processes; •the integrity and audits of our consolidated financial statements; •our compliance with legal and regulatory requirements; •the qualifications and independence of our independent registered public accounting firm; •the performance of our independent registered public accounting firm and internal audit function; •related party transactions pursuant to the Company’s Related Party Transaction Policy and Procedures; and •the Company’s cybersecurity and information technology risks. The audit committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, reviewing the appointment of the internal auditor, approving professional services provided by the independent registered public accounting firm and the related audit and non-audit fees. Compensation Committee From January 1, 2025 until June 10, 2025, the compensation committee was composed of Messrs. Kreitzer (Chair), Shoemaker and Stecher, and from June 11, 2025 to December 31, 2025, the compensation committee was composed of Messrs. Kreitzer, Shoemaker (Chair) and Boyle, each of whom is an independent director under the rules of the NYSE and SEC. The compensation committee is responsible for: •evaluating the performance of and compensation of our chief executive officer; •reviewing our compensation philosophy and incentive programs, including to ensure they reflect our risk management philosophies, policies and processes; •reviewing and approving the compensation and benefits of our executive officers and members of our Board; and •establishing and administering our Incentive Plan, as well as any other compensation, stock option, stock purchase, incentive or other benefit plans. The compensation committee is primarily responsible for establishing and implementing our compensation program and policies. To fulfill its responsibilities, the compensation committee may engage, oversee and provide appropriate funding for advisors and consultants to advise the committee on executive compensation matters. Nominating and Corporate Governance Committee From January 1, 2025 until June 10, 2025, the nominating and corporate governance committee was composed of Messrs. Kreitzer and Shoemaker (Chair) and Ms. Curran, and from June 11, 2025 to December 31, 2025, the nominating and corporate governance committee was composed of Messrs. Kreitzer (Chair), Shoemaker and Boyle, each of whom is an independent director under the rules of the NYSE. The nominating and corporate governance committee is responsible for: •seeking, considering and recommending to the full Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at the annual meeting of stockholders; •periodically preparing and submitting to the Board for adoption the committee’s selection criteria for director nominees; •reviewing and interviewing qualified candidates to serve on the Board; •reviewing and making recommendations on matters involving general operation of the Board and our corporate governance; •recommending to the Board nominees for each committee of the Board; •overseeing succession planning for our executive management; •annually facilitating the assessment of the Board’s performance as a whole and of the individual directors and reports thereon to the Board; and •overseeing the Company’s environmental, social and governance initiatives. The nominating and corporate governance committee operates under a written charter adopted by the nominating and corporate governance committee and approved by the Board. The charter is available in the “Investors” section of our website (www.innovativeindustrialproperties.com). Stockholder Engagement We recognize that regular engagement with our stockholders is essential to understanding their priorities and ensuring best practices are maintained across our business. Through an open and ongoing dialogue with stockholders, we ensure that diverse perspectives are considered in our decision-making process. In 2025, we undertook significant stockholder outreach efforts specifically focused on executive compensation. We engaged in proactive and extensive outreach with our stockholders, including reaching out to stockholders representing approximately 58% of our total shares of common stock outstanding, and, for those interested in speaking to us, we held calls with stockholders representing 17% of the total shares outstanding. During our conversations with stockholders, we discussed various topics, including executive compensation and Board composition and structure. In addition to internal management engaging with stockholders, our Board, including Mr. Stecher, a member of the compensation committee until his retirement from the Board in June 2025, participated in specific calls, which provided stockholders with direct access to the Board. We report the details of our communications with stockholders to our nominating and corporate governance committee, compensation committee, and Board, as applicable. This dialogue allows our directors to hear what is most important to our stockholders and share perspectives on our compensation and governance processes. The Board considers stockholder feedback and endeavors to address matters discussed in the best interests of our company and our stockholders. Please refer to page 32 (Previous Year’s Say-on-Pay Votes) for changes that were made in response to our engagement with stockholders.

  15. Previous Years’ Say-on-Pay Votes

    Previous Years’ Say-on-Pay Votes We provide our stockholders with an annual advisory “say-on-pay” vote on the compensation of named executive officers. We conducted our first advisory say-on-pay vote in 2020. In the four years from 2020 to 2023, our stockholders expressed substantial support for the compensation of our named executive officers, where we received (on average) more than 93% of votes cast “FOR” our executive compensation program. In 2024 and 2025, 73% and 74%, respectively, of the votes cast were in support of our executive compensation program. We believe our compensation program, as described below, reflects a strong alignment with the Company’s performance, however stockholders noted concerns about annual cash incentive programs being 100% discretionary prior to 2024. Therefore, in response to stockholder feedback and in an effort to improve pay-for-performance alignment, beginning in 2024 we established an annual cash incentive plan that was tied 50% to pre-established formulaic financial and strategic objectives and the remaining 50% to each executive’s individual performance. In 2025, the Company added stock ownership guidelines for its executive officers. Also, in 2025, we defined specific individual performance objectives for each executive to further support our disclosures and improve pay-for-performance alignment. We also continue to explore ways to make our long-term incentive program more performance-based, each as described under the heading “Overview of Executive Compensation Program Changes for 2026 and Future Considerations.”

  16. Compensation Process

    For these reasons, among others, the compensation committee determined that formal benchmarking to a comparative “peer group” provides limited value. Although publicly-traded REITs of similar size to our Company exist, their businesses are fundamentally different, such that they are not direct competitors for executive talent. Our Company is the only publicly-traded equity REIT focused on the regulated cannabis industry and traded on a primary exchange in the United States, serving a highly unique industry subject to ongoing federal regulatory uncertainties and a rapidly evolving business environment. Notwithstanding the foregoing, our compensation committee intends to continue to evaluate the usefulness and potential adoption of a peer group in the future, as a part of its periodic evaluation of our executive compensation program overall.

  17. Compensation Components in Detail

    The increases in annual base salaries from 2024 to 2025 for all executive officers related in part to adjustments for inflation in the U.S. economy during this time period. In addition, the increase in annual base salary for Mr. Gold was reflective of his accomplishments in setting the strategic direction and overseeing the implementation to diversify the Company's portfolio, including fostering external partnerships that benefited the Company. The increase in annual base salary for Mr. Smithers from 2024 to 2025 reflected (1) his efforts leading the overall execution of the Company's investment activity and (2) overseeing the litigation strategy to maximize the value of our rights under our leases, in the context of a continued challenging macroeconomic environment for the cannabis industry. The increase in annual base salary for Mr. Smith from 2024 to 2025 related to his individual performance in guiding the Company’s finance, accounting and investor relations functions, including capital markets execution expanding liquidity and capital availability for the Company. Annual Cash Incentive Awards Our executive annual incentive program is intended to reward our executive officers for individual achievement in supporting the fulfillment of corporate objectives. Our goal is to have a significant portion of the executive officers’ compensation consist of annual cash incentives awarded based on the financial and operational performance of the Company. Commencing in 2024, the compensation committee established an annual cash incentive plan that more formulaically focuses opportunities and payouts on the achievement of specific, pre-established financial and strategic performance objectives. The compensation committee approved the following target annual incentives as percentages of base salary for our named executive officers for 2025.

  18. Compensation Components in Detail

    | Executive | 2025 Target Annual Incentive (As a Percentage of Base Salary) | | Alan Gold | 175% | | Paul Smithers | 140% | | David Smith | 140% |

  19. Compensation Components in Detail

    We believe that AFFO per diluted share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who evaluate and compare those companies. In particular, AFFO per share is included in the compensation program because it provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. Therefore, we determined that AFFO per share is an appropriate performance metric, and that the most appropriate GAAP performance metric to which AFFO per share should be reconciled is net income available to common stockholders per share. Our AFFO per share target was set at 9% below our 2024 AFFO per share in light of the continued challenges facing the cannabis industry, including continued wholesale pricing pressures, lack of enforcement of the illicit market and a challenging tax structure for our tenants due to Internal Revenue Code Section 280E. In addition, we took possession of multiple properties from defaulted tenants in 2024 and 2025, which was expected to reduce our rental revenues and increase our operating expenses for 2025 until the properties could be leased to new tenants. We made assumptions about the amount of time each of these properties would be vacant, while factoring in the possibility that unexpected events could impact AFFO per share, resulting in the committee setting the AFFO per diluted share target at $8.18. Our actual AFFO per diluted share for 2025 was $7.24, which resulted in a payout of 0% of target for this component of the annual cash incentive plan as it was below the Threshold level set for AFFO, driven by additional tenant defaults in the first quarter of 2025 and longer than expected timeframe to regain possession of properties from defaulted tenants, which were not anticipated at the time the goals were established. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to AFFO is included in Appendix A of the proxy statement. 2)Investments (Weighted 16.7%) The committee established the following investment goals for 2025:

  20. Compensation Components in Detail

    For purposes of these guidelines, “AFFO payout ratio” is calculated by dividing the common stock dividend declared per share during 2025 by the full year 2025 AFFO per diluted share. We believe decreasing our AFFO payout ratio is important to our business as it measures the sustainability of our dividend by comparing dividends paid to our AFFO. Our AFFO payout ratio target was set by the committee at 93%, which is 11% higher than our 2024 actual AFFO payout ratio of 84% and reflects the expected impact to AFFO as described in goal (1) above. Our AFFO payout ratio as of December 31, 2025 was 105.8%, which resulted in a payout of 0% of target for this component of the annual cash incentive plan as it was below the threshold level set for our AFFO payout ratio, driven by additional tenant defaults in the first quarter of 2025 and longer than expected timeframe to regain possession of properties from defaulted tenants, which were not anticipated at the time the goals were established. 4)Individual/Strategic Goals (Weighted 50%) While 50% of the annual incentive opportunity was tied to the formulaic financial and operational objectives outlined above, the remainder was tied to the committee’s more subjective assessment of each executive’s individual performance. The compensation committee used the following process to assess individual performance, and applied judgment in assessing individual performance at the end of the performance year: •At the beginning of 2025, our compensation committee worked with our Chief Executive Officer (“CEO”) to identify general categories that would be used to guide a subjective assessment of individual performance. •After the end of the year, the CEO evaluated each named executive officer’s performance, other than his own, and recommended to the compensation committee the percentages that should be earned under the individual performance component. •The compensation committee engaged in a discussion with the CEO regarding his recommendations and his assessments and made the final determination regarding this metric. •The compensation committee engaged in a review of the CEO’s performance as it relates to our performance, as well as the state of our industry and market competitive practices, in determining the percentage that the CEO earned under his individual performance component. The compensation committee assessed the qualitative performance for each of Mr. Gold, Mr. Smithers, and Mr. Smith, which accounted for 50% of their overall target cash incentive opportunity.

  21. David Smith - 105% of target

    David Smith - 105% of target Mr. Smith's 2025 objectives were centered around achieving the Company's financial goals, raising external capital, accelerating the accounting close cycle, and developing his team. •Mr. Smith managed critical external stakeholder relationships including corporate and investment bankers, debt and equity investors, research analysts, auditors and credit rating agencies, which resulted in expanding liquidity and capital availability by adding $100 million of new revolving credit capacity. •Under Mr. Smith's leadership, the accounting team successfully implemented a new financial reporting software, delivering material efficiency and process improvement for external reporting workflows. •Mr. Smith took several steps to bolster his finance team, including developing mid-level talent in corporate finance and adding bench strength to the team, positioning the finance team for sustained success. The compensation committee determined that Mr. Smith's performance exceeded his objectives. The amounts of the annual cash incentives earned by our named executive officers for the 2025 fiscal year on this basis are reflected in the Summary Compensation Table. Annual cash incentives were approved by the compensation committee and paid in January 2026. Equity Awards Overview We have adopted the 2016 Incentive Plan, under which awards may be made in the form of RSUs, restricted stock, PSUs or cash. The purposes of the 2016 Incentive Plan are to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term Company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the Incentive Plan. The 2016 Incentive Plan is administered by our compensation committee, which interprets the 2016 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the amount of cash or number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. Unless the 2016 Incentive Plan is earlier terminated by our Board, the Incentive Plan will automatically terminate on the date which is ten years following the effective date of the 2016 Incentive Plan. Awards granted before the termination of the 2016 Incentive Plan may extend beyond that date in accordance with their terms. We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The compensation committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the compensation committee. The compensation committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. On April 20, 2026, upon recommendation of the compensation committee, our Board adopted, subject to stockholder approval, the 2026 Incentive Plan. Upon the effectiveness of the 2026 Incentive Plan, if approved, no further awards will be made under the 2016 Incentive Plan, which is scheduled to expire in December 2026. Restricted Stock and RSUs In 2025, we used restricted stock and RSU grants as the primary means of delivering long-term compensation to our executive officers. Shares of restricted stock and RSUs are forfeitable until the lapse of the applicable restrictions. We believe that restricted stock and RSU grants with multi-year vesting periods align the interests of executive officers and stockholders and provide strong incentives to our executive officers to achieve long-term growth in our business, grow the value of our common stock and maintain or increase our dividends. The executive officers personally benefit from these efforts through their restricted stock awards and RSUs, which receive dividends (or dividend equivalents with respect to RSUs) at the same rate as common stock and increase in value as the value of our common stock increases. Our compensation committee determines the restrictions for each award granted pursuant to the Incentive Plan. Vesting of restricted stock or RSUs will generally be subject to annual vesting periods of three years and will be conditioned upon the participant’s continued employment, among other restrictions that may apply. In February 2025, Messrs. Gold, Smithers and Smith were granted the following shares of restricted stock or RSUs:

  22. David Smith - 105% of target

    | Executive | 2025 Restricted Stock(1) | 2025 RSUs(1) | | Alan Gold | — | 45,438 | | Paul Smithers | 32,457 | — | | David Smith | — | 13,665 |

  23. David Smith - 105% of target

    (1)These shares and RSUs are released from forfeiture restrictions ratably on January 1, 2026, January 1, 2027 and January 1, 2028 for each of named executive officers, provided that he continues to be an employee of the Company or a non-employee member of the Board on each such date. Mr. Gold and Mr. Smith elected to defer settlement of the RSUs pursuant to the Company’s NQDC Plan. The committee determined the number of shares of restricted stock and/or RSUs to grant to each of our named executive officers in 2025 based on each named executive officer’s contributions to date and expected role in executing on the Company’s strategy over the next three years. The grant-date fair value of awards for Messrs. Gold and Smithers were reduced by approximately 5% compared to 2024 reflecting the impact of reduced stockholder returns caused by a significant tenant default in December 2024. Performance Shares Units Granted in 2021 and 2022 In January 2021 and January 2022, we issued 70,795 and 102,641 “target” PSUs, respectively, to a select group of officers, which vested and settled in shares of common stock based on the Company’s total stockholder return over a period commencing on the applicable grant dates and ending on December 31, 2023 and 2024 respectively. The PSUs granted in January 2021 and January 2022 were forfeited in their entirety on December 31, 2023 and 2024, respectively, pursuant to the terms of the agreements, as the PSUs failed to meet the performance threshold for vesting.

  24. Overview of Executive Compensation Program Changes for 2026 and Future Considerations

    Overview of Executive Compensation Program Changes for 2026 and Future Considerations The compensation committee continues to evaluate the long-term incentive program, and is still considering re-introducing a program under which a substantial portion of the long-term incentive awards granted are in the form of performance share units, the number of which, if any, will be earned based on pre-established performance objectives measured over a multi-year, specified performance period. However, the Company believes the addition of stock ownership guidelines for executive officers in 2025 enhances the alignment of executive compensation with long-term stockholder value.

  25. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The table below sets forth the compensation paid to or earned by, for the fiscal years indicated, our executive chairman, our principal executive officer, our principal financial officer and our other executive officer who was serving in that role on the last day of fiscal year 2025. The three executive officers included in the table are referred to in this proxy statement as our named executive officers. We had no other executive officers during 2025 with total compensation of $100,000 or more.

  26. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(1) | Total | | Alan Gold Executive Chairman | 2025 | $1,365,000 | $— | $3,325,153(2) | $1,852,477 | $10,500 | $6,553,130 | | | 2024 | 1,300,000 | — | 3,500,164 | 2,165,416 | 10,350 | 6,975,930 | | | 2023 | 1,238,600 | 2,346,851 | 3,500,038 | — | 9,900 | 7,095,389 | | Paul Smithers President and Chief Executive Officer | 2025 | 1,120,350 | — | 2,375,203(2) | 1,216,364 | 10,500 | 4,722,417 | | | 2024 | 1,067,000 | — | 2,500,078 | 1,421,845 | 10,350 | 4,999,273 | | | 2023 | 1,016,400 | 1,524,600 | 2,500,122 | — | 9,900 | 5,051,022 | | David Smith Chief Financial Officer and Treasurer(3) | 2025 | 441,000 | — | 1,000,005(2) | 478,795 | 10,500 | 1,930,300 | | | 2024 | 420,000 | — | 1,000,086 | 559,677 | 10,350 | 1,990,113 | | | 2023 | 304,615 | 600,000 | 1,000,228 | — | 140,580(4) | 2,045,423 |

  27. Summary Compensation Table for 2025

    _________________________ (1)Represents matching contributions made by us to each of our executive officers pursuant to a retirement savings plan that we maintain under Section 401(k) of the Internal Revenue Code of 1986, as amended, to cover our eligible employees, including our executive officers. The plan allows eligible employees to defer, within prescribed limits, up to 100% of their compensation through contributions to the plan. We currently match each eligible participant’s contributions, within prescribed limits, with an amount equal to 50% of such participant’s initial contributions up to 6% of such participant’s compensation. In addition, we reserve the right to make additional discretionary contributions on behalf of eligible participants. Dividends on unvested restricted stock are excluded from all other compensation for all periods presented, as they are factored into the determinations of the grant date fair values of the corresponding stock awards as described in the footnotes below. (2)Represents the grant date fair value of restricted stock and RSUs awarded in 2025, as determined in accordance with ASC Topic 718. Mr. Gold and Mr. Smith were awarded 45,438 and 13,665 RSUs, respectively, and Mr. Smithers was awarded 32,457 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2026, January 1, 2027 and January 1, 2028. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Mr. Gold and Mr. Smith elected to defer settlement of the RSUs pursuant to the NQDC Plan. (3)Effective March 29, 2023, Mr. Smith was appointed as chief financial officer and treasurer. Mr. Smith’s annual base salary for 2023 was $400,000, and Mr. Smith’s 2023 bonus was calculated on the basis of his annual base salary. (4)Includes $134,580 in relocation benefits paid for or reimbursed by the Company for Mr. Smith’s and his immediate family’s relocation to the Company’s San Diego, California corporate offices. (5)This column represents the cash incentive award earned in the year indicated pursuant to our annual cash incentive plan, which are paid the following year. The amounts earned under the 2025 and 2024 annual cash incentive awards were paid entirely in the form of cash. See “Compensation Discussion and Analysis — Compensation Components in Detail — Annual Cash Incentive Awards” for more information.

  28. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The table below provides information about plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2025. These awards consist of cash incentive amounts pursuant to the 2025 annual cash incentive awards and time-based restricted stock and RSU awards.

  29. Grants of Plan-Based Awards for 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Alan Gold | 2/24/25 | — | — | — | 45,438 | 3,325,153 | | | N/A | 1,194,375 | 2,388,750 | 3,583,125 | — | — | | Paul Smithers | 2/24/25 | — | — | — | 32,457 | 2,375,203 | | | N/A | 784,245 | 1,568,490 | 2,352,735 | — | — | | David Smith | 2/24/25 | — | — | — | 13,665 | 1,000,005 | | | N/A | 308,700 | 617,400 | 926,100 | — | — |

  30. Grants of Plan-Based Awards for 2025

    _________________________ (1)Reflects the threshold, target and maximum potential awards under our annual cash incentive plan. The amounts earned are shown in the Summary Compensation Table for 2025. (2)The forfeiture restrictions on the restricted stock and RSUs lapse ratably on each of January 1, 2026, January 1, 2027 and January 1, 2028. Dividends and dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Mr. Gold and Mr. Smith elected to defer settlement of the RSUs pursuant to the NQDC Plan. (3)The grant date fair value of the RSUs and restricted stock awards was calculated by multiplying the closing market price of our common stock on the grant date by the number of shares or RSUs awarded, in accordance with ASC Topic 718. The closing market price on February 24, 2025 was $73.18.

  31. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The table below provides information about outstanding equity awards for each of our named executive officers as of December 31, 2025.

  32. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | Name | Number of Shares or Units of Stocks That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Alan Gold | 81,376(2) | $3,853,967 | | Paul Smithers | 58,127(3) | 2,752,895 | | David Smith | 25,287(4) | 1,197,592 |

  33. Outstanding Equity Awards at December 31, 2025

    _________________________ (1)The market value of unvested restricted common stock and RSUs is calculated by multiplying the number of unvested shares of restricted common stock and RSUs held by the applicable named executive officer by the closing price of our common stock on December 31, 2025, which was $47.36. (2)38,376, 27,854 and 15,146 RSUs are released from forfeiture restrictions on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, provided that Mr. Gold continues to be an employee of the Company or a non-employee member of the Board on each such date. (3)27,412, 19,896 and 10,819 shares of restricted common stock, are released from forfeiture restrictions on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, provided that Mr. Smithers continues to be an employee of the Company or a non-employee member of the Board on each such date. (4)12,546, 8,186 and 4,555 RSUs are released from forfeiture restrictions on each of January 1, 2026, January 1, 2027 and January 1, 2028, respectively, provided that Mr. Smith continues to be an employee of the Company or a non-employee member of the Board on each such date.

  34. Stock Vested During 2025

    Stock Vested During 2025 The table below provides information about restricted stock and/or RSUs vesting for each of our named executive officers during the fiscal year ended December 31, 2025. No stock options were outstanding or exercised during the fiscal year ended December 31, 2025.

  35. Stock Vested During 2025

    | | Stock Awards | | | Name | Number of Shares or Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Alan Gold | 28,636 | $1,908,303 | | Paul Smithers | 20,454 | $1,363,055 | | David Smith | 7,991 | $532,520 |

  36. Stock Vested During 2025

    _________________________ (1)Represents the aggregate of equity grants that vested on January 1, 2025. (2)This column represents the number of shares of stock and/or RSUs that vested multiplied by the market price of the common stock on the vesting date. We did not provide any defined benefit pension plans in which our named executive officers participated during 2025. Accordingly, we have not included a Pension Benefits table in this proxy statement.

  37. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 Executive officers, directors and other key employees may choose to defer up to specified maximum amounts of compensation by contributing those amounts to our NQDC Plan, which was established effective as of January 1, 2020. For 2025, the NQDC Plan allowed for deferrals of up to 80% of an employee’s base salary, 100% of an employee’s bonus and 100% of director fees, as well as 100% deferral of settlement of vested RSUs for both employees and directors. No director or employee received matching or other contributions from the Company in 2025 in connection with these deferrals. Deferred amounts are credited to each participant’s account, which is deemed invested in one or more investment alternatives chosen by each participant from a range of mutual fund offerings and other investments available under the NQDC Plan. Each participant’s account is adjusted to reflect the investment performance of the selected investments. Benefits under the plan are payable in cash and generally will be paid in either a lump sum or in annual installments over a certain term upon retirement, death or other termination of employment, or upon a change in control of the Company, as elected in advance by the participant. A participant also may elect to receive some or all of the deferred amounts and related earnings pursuant to an in-service distribution, subject to a minimum three-year deferral. The following table sets forth summary information regarding the contributions to and earnings on the Company’s executive officers’ deferred compensation balances during 2025, and the total deferred amounts for the Company’s executive officers as of December 31, 2025.

  38. Nonqualified Deferred Compensation for 2025

    | Name | Executive Contributions in Last Fiscal Year($)(1) | Registrant Contributions in Last Fiscal Year($) | Aggregate Earnings (Losses) in Last Fiscal Year($)(2) | Aggregate Withdrawals / Distributions($)(3) | Aggregate Balance at Last Fiscal Year End($)(4) | | Alan Gold | 1,908,303 | — | (385,455) | (1,129,181) | 3,720,602 | | Paul Smithers | — | — | (202,146) | (131,533) | 819,660 | | David Smith | 532,520 | — | 21,958 | (260,085) | 584,943 |

  39. Nonqualified Deferred Compensation for 2025

    _________________________ (1)The amount reported as executive contributions in 2025 includes each executive officer’s RSUs that vested in 2025 but were deferred under the NQDC Plan. These RSUs are payable in shares of the Company’s common stock but, pursuant to the terms of each executive officer’s deferral of the RSUs, payment does not occur until the applicable date as determined under the NQDC Plan. In accordance with applicable rules of the SEC, these RSUs are reflected in this table because, while the RSUs are considered to have been vested at the end of 2025, they had not yet become payable. None of the named executive officers deferred cash payments under the NQDC Plan for 2025. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2024. (2)The amount reported as aggregate earnings (losses) in 2025 represents the change in value of each executive’s vested and deferred RSUs from January 1, 2025 through December 31, 2025 and the value of dividend equivalents that were paid during 2025. The right to receive dividend equivalents was factored into the determination of the grant date fair value, which means that the value of the dividend equivalents included in “Aggregate Earnings in Last Fiscal Year” was effectively already included in the Summary Compensation Table. (3)Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested RSUs held by each executive during 2025. (4)Based on a per share price of $47.36, which was the closing stock price on the NYSE of one share of the Company’s common stock on December 31, 2025. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2020, 2021, 2022, 2023 and 2024.

  40. Pay versus Performance

    Pay versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our named executive officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (5), (6), (7) and (8) below set forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table for the covered fiscal year. The following table sets forth additional compensation information of our chief executive officer (CEO) and our non-CEO NEOs along with total stockholder return, net income, and AFFO per share for fiscal years 2021, 2022, 2023, 2024 and 2025:

  41. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(3) | | | | | Year(1) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(2) | Total Stockholder Return | Peer Group Total Stockholder Return | Net Income | AFFO Per Share(4) | | 2025(5) | $4,722,417 | $3,808,420 | $4,241,715 | $3,404,184 | $38 | $138 | $114,435,000 | $7.24 | | 2024 | 4,999,273 | 3,156,915 | 3,427,166 | 1,927,190 | 47 | 134 | 159,857,000 | $8.98 | | 2023 | 5,051,022 | 3,926,040 | 3,280,871 | 2,547,486 | 66 | 123 | 164,236,000 | $9.08 | | 2022 | 10,819,354 | (1,022,443) | 7,987,748 | (1,000,664) | 60 | 108 | 153,034,000 | $8.45 | | 2021 | 6,969,088 | 5,238,393 | 5,422,867 | 4,396,747 | 147 | 143 | 112,638,000 | $6.66 |

  42. Pay versus Performance

    _________________________ (1)The CEO for all periods presented is Mr. Smithers. For 2025, the non-CEO NEOs are Mr. Gold and Mr. Smith. For 2024, the non-CEO NEOs are Mr. Gold, Mr. Smith, and Mr. Wolfe. For 2023, the non-CEO NEOs are Mr. Gold, Mr. Smith, Mr. Wolfe and Ms. Hastings and for 2022 and 2021 the non-CEO NEOs are Mr. Gold, Mr. Wolfe and Ms. Hastings. Mr. Smith was appointed chief financial officer and treasurer in March 2023, concurrent with Ms. Hastings’ appointment as chief operating officer. (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for restricted stock and RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, and (2) for PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025: $47.36 (29% decrease from prior year) for 2024: $66.64 (34% decrease from prior year), for 2023: $100.82 (1% decrease from prior year), for 2022: $101.35 (61% decrease from prior year), and for 2021: $262.91 (44% increase from prior year). (3)Total stockholder return (“TSR”) represents our cumulative TSR, calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. Peer Group TSR reflects the cumulative TSR of the MSCI US REIT Index (the “REIT Index”), which includes all tax-qualified equity REITs listed in the United States, as reflected in the stock performance graph in Part II, Item 5. of our annual report on Form 10-K for year ended December 31, 2025. Each year reflects what the cumulative value of $100 invested as of immediately prior to January 1, 2021 would be as of the applicable date, calculated on a dividends reinvested basis. (4)Adjusted funds from operations (“AFFO”) per share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who look at and compare those companies. It provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. The most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders per share. For a reconciliation of AFFO per share to net income available to common stockholders per share, see Appendix A of this Proxy Statement. (5)2025 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table (the “SCT”):

  43. Pay versus Performance

    | 2025 | CEO | Average of Non-CEO NEOs | | CEO and Average of Non-CEO NEOs Total Reported in 2025 SCT | $4,722,417 | $4,241,715 | | Less, Value of Stock Awards Reported in SCT | (2,375,203) | (2,162,579) | | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,537,164 | 1,399,559 | | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | (494,918) | (458,478) | | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 418,960 | 383,967 | | Total Adjustments | (913,997) | (837,531) | | “Compensation Actually Paid” for Fiscal Year 2025 | $3,808,420 | $3,404,184 |

  44. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure The line graphs below compare (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our non-CEO NEOs, with (ii) (A) our cumulative TSR and the cumulative TSR of the MSCI U.S. REIT Index, (B) our net income, and (C) our AFFO per share, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends were reinvested.

  45. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to company performance, over the fiscal year ended December 31, 2025. AFFO per share, investments and AFFO payout ratio were used as factors evaluated by the compensation committee, among other considerations, in determining the annual cash incentive payments to NEOs for the 2025 performance year. As described in prior proxy statements, the large majority of equity awards granted to NEOs in 2022 were in the form of PSUs, with total stockholder return over a three-year period versus two comparator groups being the sole determinant for vesting. The PSUs granted in 2022 failed to vest in their entirety at the end of their performance period on December 31, 2024. The performance of each of these PSU grants had a significant impact on the “Compensation Actually Paid” for each of our NEOs. The performance measures included in this table are not ranked by relative importance.

  46. Pay versus Performance Tabular List

    | Most Important Performance Measures | | AFFO per Share | | Investments | | AFFO Payout Ratio |

  47. Executive Chairman and CEO Pay Ratios

    Executive Chairman and CEO Pay Ratios Pursuant to Section 953(b) of the Dodd-Frank Act and applicable SEC rules, we have prepared the ratio of the annual total compensation of our executive chairman, Mr. Gold, and our chief executive officer, Mr. Smithers, to the median of the annual total compensation of our other employees. Set forth below is a description of the methodology, including material assumptions, adjustments and estimates, we used to identify the median employee for purposes of calculating these ratios: •We identified the median employee using our employee population on December 31, 2025. As of December 31, 2025, we had a total population of 21 employees, including full-time, part-time and temporary employees, other than our executive chairman and chief executive officer. All of our employees are located in the United States. •We identified the median employee by considering the following three elements of compensation: 2025 base salary, annual cash incentives earned in 2025, and equity awards granted in 2025 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2025, we annualized the aforementioned components. Using the methodology described above, we selected the median of our employee population. For fiscal year 2025, the median of the annual total compensation of our employees (other than our executive chairman and chief executive officer) was $245,756, and the annual total compensation of Mr. Gold and Mr. Smithers was $6,553,130 and $4,722,417, respectively. Based on this information, the ratio of the annual total compensation of Mr. Gold to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 27 to 1 and the ratio of the annual total compensation of Mr. Smithers to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 19 to 1. The annual total compensation of Messrs. Gold and Smithers presented for this purpose is equal to the compensation reported for them in the “Summary Compensation Table” included in this proxy statement. The pay ratios above represent our reasonable estimates calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the compensation committee nor our management used these pay ratio measures in making compensation decisions.